Reserves and Reinvestment. The Manager, in its sole and absolute discretion, shall have the authority to determine the amount of any reserve established pursuant to the definitions of “Available Cash” or “Capital Proceeds”, as well as whether all Available Cash and Capital Proceeds shall be distributed on a current basis or shall be reinvested in the Project, or used to pay or make any Company expenses or expenditures in connection with the operation of the Company, the development, ownership or operation of the Project or otherwise.
Reserves and Reinvestment. The Air T Director may determine, subject to Section 3.6(a)(xi), not to distribute Fee Income, Holdco Vehicle Promote or Distributable Proceeds of any Series that would otherwise be distributed to the Common Members and may cause to be retained in the applicable Series a reserve that the Air T Director determines, subject to Section 3.6(a)(xi), to be reasonable and appropriate for working capital of the Series, satisfying expenses or other liabilities or obligations of the Series (whether or not accrued or contingent and including, during the time the Company is in a Clawback Position, the Clawback Position Amount) or any other valid purpose that the Air T Director determines, subject to Section 3.6, to be in the best interest of the applicable Series. The Air T Director may determine not to distribute Distributable Proceeds of the applicable Series that would otherwise be distributed to the Investor Members during the Reinvestment Period and may cause to be retained in the applicable Series a reserve that the Air T Director reasonably determines to be reasonable and appropriate for the purpose of making Investments that meet the Eligibility Criteria, whether or not through a Holdco Vehicle or any other valid purpose that the Air T Director determines, subject to Section 3.6, to be in the best interest of the applicable Series. Notwithstanding the foregoing to the contrary, Clawback Position Amount reserves may be established separately with respect to each Common Member, pro rata based upon distributions to the Common Members, with the amount not so reserved distributed to such Common Members; provided, however, any such distribution shall (i) be made to all Common Members, pro rata in accordance with their respective Common Interests and (ii) not exceed 80% of a Member’s share of the Clawback Position Amount reserve.
